UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  FORM 10–Q/A
 (AMENDMENT NO. 1)
  (Mark One)
  xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the quarterly period ended March 31, 2010
 
 oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from ___________ to _____________
  Commission File Number: 000-53208
  SINO GREEN LAND CORPORATION
 (Exact Name of Registrant as Specified in Its Charter)
  Nevada

54-0484915(State or other jurisdiction of incorporation

(I.R.S. Employer Identification No.)or organization)
  Suite 2711A, 27/F, Exchange Tower,
 33 Wang Chiu Road, Kowloon Bay,
 Kowloon, Hong Kong
 People's Republic of China
 (Address of principal executive offices, Zip Code)
  +852-3104-0598
 (Registrant's telephone number, including area code)
   _____________________________________________________
  (Former name, former address and former fiscal year, if changed since last report)
   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes x       No o
  
  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
  Yes o       No o
  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
  Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x(Do not check if a smaller reporting company)
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
  Yes o         No x
  The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2010 is as follows:
  Class of Securities
Shares OutstandingCommon Stock, $0.001 par value
147,759,340
  
 
   TABLE OF CONTENTS
  PART IFINANCIAL INFORMATIONITEM 1.
FINANCIAL STATEMENTS
2Consolidated Balance Sheets as of March 31, 2010 (Unaudited and Restated) and December 31, 2009 (Restated)
2Consolidated Statements of Income and Other Comprehensive Income for the Three Months Ended March 31, 2010 (Unaudited and Restated) and 2009 (Unaudited and Restated)
3Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2010 (Unaudited and Restated) and 2009 (Unaudited and Restated)
4Notes to Consolidated Financial Statements (Unaudited)
5ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
21ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
31ITEM 4.
CONTROLS AND PROCEDURES
31PART IIOTHER INFORMATIONITEM 6.
EXHIBITS.
33
 
 EXPLANATORY NOTE
  This quarterly report on Form 10-Q/A is being filed as Amendment to our quarterly report on Form 10-Q. We are amending this quarterly report to reflect restated financial statements following our determination that the financial statements previously filed with our annual report should not be relied upon for the reasons set forth in our report on Form 8-K, which was filed with the SEC on August 27, 2010.  As a result, we are also including a revised Item 4 “Controls and Procedures” to reflect the ineffectiveness of our internal controls, and a revised “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to reflect the restated financial information.   Currently dated Exhibits 31.1, 31.2 and 32.1 are included in this filing.
   -1-
 
  SINO GREEN LAND CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSAS OF MARCH 31, 2010 AND DECEMBER 31, 2009
  
  MARCH 31,


DECEMBER 31,2010


2009(Unaudited & Restated)


(Restated)ASSETSCurrent AssetsCash and cash equivalents

$
1,815,756


$
1,987,616Accounts receivable, net


257,031



171,143Due from related parties






1,006Inventories






9,934Advances-current portion


302,503



256,225Other current assets


83,995



343,169Total Current Assets


2,459,286



2,769,093Property and Equipment, net


528,696



547,727Deposit


365,706



365,647Advances


5,136,372



4,355,829Long-term Prepayments


22,033,960



18,961,869Total Assets

$
30,524,020


$
27,000,165LIABILITIES AND SHAREHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accrued expenses

$
1,306,145


$
1,186,923Advances from customers


48,697



48,690Due to related parties


89,771



3,364Derivative liability


7,479,048



5,206,567Total Current Liabilities


8,923,661



6,445,544Shareholders' EquityPreferred stock, par value $.001 per share,20,000,000 shares authorized, of which 2,000,000

shares are designated as series A convertiblepreferred stock, with 1,606,000 and 1,650,000 shares

outstanding on March 31, 2010 and December 31,2009, respectively


606



650Common stock, $0.001 par value, 780,000,000shares authorized, 111,943,670 and 104,943,337

issued and outstanding as of March 31, 2010 andDecember 31, 2009, respectively


111,944



104,944Shares to be issued


350,000



-Additional paid in capital


8,863,103



7,736,406Other comprehensive income


758,775



762,504
 Retained earnings


11,515,931



11,950,117Total shareholders' equity


21,600,359



20,554,621Total Liabilities and Stockholders' Equity

$
30,524,020


$
27,000,165
 
 The accompanying notes are integral part of these unaudited consolidated financial statements.
  -2-
   SINO GREEN LAND CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOMEFOR THE THREE ENDED MARCH 31, 2010 AND 2009(UNAUDITED)
  THREE MONTHS ENDEDMARCH 31,2010


2009(Restated)


(Restated)Sales

$
33,555,804


$
18,530,563Cost of goods sold


29,919,804



16,407,579Gross profit


3,635,999



2,122,984Operating expensesSelling expenses


792,180



399,055General and administrative expenses


442,737



807,352Salary & Wages


208,396



129,600Stock Compensation


3,625Total operating expenses


1,446,938



1,336,007Operating income


2,189,061



786,977Other income(expense)Interest expenses (income)


1,606



(22,500
)Change in derivative liability


(2,272,481
)


(38,800
)Others, net


(2,370
)


(261,755
)Total other income (expense)


(2,273,245
)


(323,055
)Net income


(84,183
)


463,922Deemed preferred stock dividend


(350,000
)Net income applicable to common stockholders


(434,183
)


463,922Comprehensive income:Net income


(84,183
)


463,922Other comprehensive income (loss)Foreign currency translation gain (loss)


(3,729
)


(26,941
)Comprehensive income

$
(87,912
)

$
436,981
 
 Net income per shareBasic

$
(0.00
)

$
0.01Diluted

$
(0.00
)

$
0.01Weighted average number of shares outstandingBasic


109,193,511



83,341,851Diluted


144,961,005



83,866,207
 
 The accompanying notes are integral part of these unaudited consolidated financial statements.
  -3-
   SINO GREEN LAND CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2010 AND 2009(UNAUDITED)
  MARCH 31,2010


2009Cash flows from operating activities

(Restated)


(Restated)Net income

$
(84,183
)

$
463,922Adjustments to reconcile net income to net cashprovided by operating activitiesDepreciation


20,638



21,010Amortization


222,312



174,850Change in derivative liability


2,272,481



38,800Stock compensation


3,613Decrease / (Increase) in current assetsAccounts receivable


(85,861
)


12,679Inventories


9,935



10,168Other current assets


706,326



(288,803
)Advances


(1,273,256
)


11,652Long-term prepaid expense


(3,291,384
)


(950,916
)Increase (decrease) in current liabilitiesAccounts payable & accrued expense


(43,310
)


(477,268
)Advances from customerTax payables


690



509Other payables


155,729



(55,344
)Net cash provided by operating activities


(1,386,270
)


(1,038,741
)Cash flows from investing activitiesAcquisition of plant, property, and equipment


(1,520
)


(1,736
)Net cash used in investing activities


(1,520
)


(1,736
)Cash flows from financing activitiesProceeds from sale of preferred stock, net of offering cost


350,000



-
 Proceeds from sale of common stock, net of offering cost


780,040Proceeds from repayment of  loan from related parties


(14,180
)


975,603Net cash provided by financing activities


1,115,860



975,603Effect of exchange rate change on cash and cash equivalents


100,071



(847
)Net increase in cash and cash equivalents


(171,860
)


(65,721
)Cash and cash equivalents, beginning balance


1,987,616



544,860Cash and cash equivalents, ending balance

$
1,815,756


$
479,139Supplement disclosure of cash flow informationInterest expense paid

$Income taxes paid

$Non-cash financing activities:Deemed dividend on preferred stock associatedwith its beneficial conversion featureExercise of options

$
350,000
 
 The accompanying notes are integral part of these unaudited consolidated financial statements.
  -4-
  SINO GREEN LAND CORPORATION AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  1. ORGANIZATION AND DESCRIPTION OF BUSINESS
  Organization
  Sino Green Land Corporation (the “Company”) was incorporated in Nevada in March 2008 under the name of Henry County Plywood Corporation, as the successor by merger to a Virginia corporation organized in May 1948 under the same name. On March 23, 2009, the Company’s corporate name was changed to Sino Green Land Corporation.
  The Company, through its Chinese operating subsidiaries and a variable interest entity, is engaged in the wholesale distribution, marketing and sales of premium fruits through wholesale centers and to supermarkets in China.
  On January 15, 2009, the Company entered into a share exchange agreement with Organic Region Group Limited (“Organic Region”), its stockholders and its wholly owned subsidiaries, Zhuhai Organic Region Modern Agriculture Ltd. (“Zhuhai Organic”), and Guangzhou Organic Region Agriculture Ltd. (“Guangzhou Organic”), Fuji Sunrise International Enterprises Limited (“Fuji Sunrise”), Southern International Develop Limited (“Southern International”) and HK Organic Region Limited (“HK Organic”). Pursuant to the share exchange agreement and a related agreement with the Company’s two former principal stockholders:
  ·
The Company issued to the former stockholders of Organic Region a total of 81,648,554 shares of common stock, constituting approximately 98% of our outstanding stock, in exchange for all of the capital stock of Organic Region; and
  ·
Our former majority stockholders sold to the Company 1,666,298 shares of common stock, representing 50% of the outstanding shares, for $500,000 non-interest bearing convertible promissory notes. The Company cancelled these shares. As of April 27, 2009, the Company had paid the principal and accrued interest on the notes in full and had no further obligations to the former majority stockholders.
  Prior to the closing of these transactions, the Company, then known as Henry County Plywood Corporation, was not engaged in any business activity.
  The Company is the sole stockholder of Organic Region, a British Virgin Islands corporation which was incorporated on January 30, 2003. Organic Region is the sole stockholders of five limited liability companies organized under the laws of the People’s Republic of China, each of which is a wholly foreign-owned entity, known as a WFOE: Zhuhai Organic, Guangzhou Organic, Fuji Sunrise, Southern International, HK Organic, and Guangzhou Metro Green Trading Ltd. Guangzhou Metro Green Trading Ltd, wholly owned by Southern International, was formed on March 31, 2010 and is engaged in the wholesale distribution, marketing and sales of grocery products, and real estate and consulting services in China.
  Under generally accepted accounting principles, the acquisition by the Company of Organic Region is equivalent to the acquisition by Organic Region of the Company, then known as Henry County Plywood Corporation, with the issuance of stock by Organic Region for the net monetary assets of the Company. This transaction is reflected as a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the acquisition is identical to that resulting from a reverse acquisition. Under reverse acquisition accounting, the comparative historical financial statements of the Company, as the legal acquirer, are those of the accounting acquirer, Organic Region. The accompanying financial statements reflect the recapitalization of the stockholders’ equity as if the transactions occurred as of the beginning of the first period presented. Thus, only the 81,648,554 shares of common stock issued to the former Organic Region stockholders are deemed to be outstanding for all periods reported prior to the date of the reverse acquisition. As a result of the reverse acquisition effected by the share exchange agreement, the Company’s business has become the business of the Organic Region. The 1,666,297 shares of common stock that were outstanding on January 15, 2009, net of the 1,666,298 shares that were purchased by the Company and cancelled, are treated as if they were issued on January 15, 2009, as part of a recapitalization.
  The Company has an exclusive agreement with Xiong Luo, who is one of the Company’s senior executive officers and the owner and holder of the business license for Guangzhou Greenland Co. Ltd. (“Guangzhou Greenland”). Pursuant to this agreement, Organic Region provides consulting services, including business operations, human resources and research and development services, to Mr. Luo with respect to Guangzhou Greenland to enable Guangzhou Greenland to operate the fruit trading business in China. In exchange for such services, Mr. Luo agreed to pay a consulting services fee to Organic Region equal to all of the revenues obtained by Guangzhou Greenland. The agreement gave the Company the ability to substantially influence Guangzhou Greenland’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring stockholder approval. Mr. Luo also irrevocably granted the Company an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Guangzhou Greenland and agreed to entrust all the rights to exercise voting power to the person appointed by the Company. Guangzhou Greenland is considered a variable interest entity under ASC 810 (Originally issued as FIN 46R), and its financial statements are included in our consolidated financial statements. Substantially all of the Company’s revenue is derived from the business of Guangzhou Greenland.
   -5-
   2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Unaudited Interim Financial Information
  The accompanying unaudited financial statements (see note 12 for a description of the restatement) of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These statements should be read in conjunction with the Company's audited financial statements and notes thereto for the fiscal year ended December 31, 2009, as restated. See Note 12. The results of the three month period ended March 31, 2010 are not necessarily indicative of the results to be expected for the full year ending December 31, 2010.
  Principles of consolidation
  The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Zhuhai Organic and Guangzhou Organic, Fuji Sunrise, HK Organic, Southern International, and Guangzhou Metro Green Trading Ltd, together with its 100% Variable Interest Entity (VIE), Guangzhou Greenland. All significant inter-company accounts and transactions have been eliminated in consolidation.
  In accordance with ASC 810, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
  Use of estimates
  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results could differ materially from those results.
  Cash and cash equivalents
  The Company considers all cash on hand and in banks, including accounts in book overdraft positions, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
  Accounts receivable
  The Company’s policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. As of March 31, 2010 and December 31, 2009, the Company had accounts receivable, of $257,031 and $171,143, net of allowance for bad debts in the amount of $9,245 and $9,244, respectively.
   -6-
  Other current assets
  Other current assets as of March 31, 2010 and December 31, 2009 were valued at $83,995 and $343,169 respectively. The other current assets mainly comprise of advances to employees and deposit to unrelated party in PRC. The unsecured loan amount of $292,517, which was included in other current assets in 2009, has been collected in first quarter of 2010.
  Advances
  As of March 31, 2010, advances of the Company amounted to $5,136,372, which represents advances made by the Company to an unrelated party in return for an 18 year lease commencing in 2010. The advances leases are required to be used to construct a multi level distribution center the Company intends to lease. As of December 31, 2009, the advances amounted to $4,355,829.
  Deposit
  As of March 31, 2010 and December 31, 2009, the Company had deposits in the amounts of $365,706 and $365,647, respectively with an unrelated third party in connection with the lease described above. The deposit is refundable after the expiration of the term of the lease.
  Inventories
  Inventories are valued at the lower of cost (determined on a weighted average basis) or market value. Management compares the cost of inventories with market value and an allowance is provided to reduce the value of inventories to their net market value. Inventories consisted of produce in the amount of $0 and $9,934 as of March 31, 2010 and December 31, 2009, respectively.
  Property and equipment
  Property and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extend the life of plant, property, and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred.
  Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets: 5 to 10 years for manufacturing machinery, 5 years for office equipment, and 5 years for motor vehicles.
  Impairment
  The Company applies the provisions ASC 360-10 (Originally issued as FAS No. 144). ASC 360-10 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
   -7-
  The Company tests long-lived assets, including property, plant and equipment, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. There was no impairment of long-lived assets for the year ended December 31, 2009, or the period ended March 31, 2010.
  Derivative liability
  The derivative liability represents the value of warrants to purchase common stock that were issued in connection with certain debt and preferred stock offerings in 2008 and 2009. The warrants are reported at fair value using the Black-Scholes model with changes in value reflected in earnings for the period.
  Stock based compensation
  The Company accounts for share-based compensation awards to employees in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that share-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the vesting period.
  Deferred Compensation
  Pursuant to certain share grant agreements, the Company has awarded shares of common stock that vest over four-quarter term. Vested but unpaid shares are accrued as a liability through compensation expense, whereas unvested shares are reflected as a component of equity, and are amortized over the vesting term through compensation expense. The changes in fair value of any accrued liabilities associated with vested but unpaid awards is reported in operations for the period outstanding.
  Preferred Stock
  On May 14, 2010, the certificate of designation relating to the series A preferred stock was amended and restated to increase the number of authorized shares of series A preferred stock from 1,000,000 to 2,000,000 shares. The financial statements give retroactive effect to this amendment.
  Deemed Preferred Stock Dividend
  The Company records a deemed preferred stock dividend for the amortization of any discount arising from beneficial conversion features associated with its preferred shares. Upon issuance, this discount is offset by a credit to additional paid-in capital, and is generally amortized over its earliest conversion period. Due to the perpetual nature of the preferred shares and the immediate conversion rights, the full discount is reflected as a deemed preferred stock dividend through retained earnings upon issuance.
  Revenue recognition
  The Company’s revenue recognition policies are in compliance with ASC 605 (Originally issued as Staff Accounting Bulletin (SAB) 104). Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Discounts provided to customers by the Company at the time of sale are recognized as a reduction in sales as the products are sold. Sales taxes are not recorded as a component of sales.
   -8-
  Cost of Goods Sold
  The “Cost of Goods Sold” line item of the Consolidated Statements of Income includes product costs and the amortization of the long-term leases on which the produce is grown and for which the full payment was made at the commencement of the lease. Discounts provided to the Company by vendors at the time of purchase are recognized as a reduction in inventory cost as the products are delivered.
  All other costs, including warehousing costs, transportation costs, salaries, rent expense and depreciation expense, are shown separately in Selling Expense or General and Administrative Expense in the Consolidated Statements of Income.
  Income taxes
  The Company utilizes ASC 740 (Originally issued as SFAS No. 109, “Accounting for Income Taxes”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
  The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
  The Company records a valuation allowance for deferred tax assets, if any, based on its estimates of its future taxable income as well as its tax planning strategies when it is more likely than not that a portion or all of its deferred tax assets will not be realized. If the Company is able to utilize more of its deferred tax assets than the net amount previously recorded when unanticipated events occur, an adjustment to deferred tax assets would increase the Company net income when those events occur. The Company does not have any significant deferred tax asset or liabilities in the PRC tax jurisdiction.
  Earnings per share
  Earnings per share is calculated in accordance with the ASC 260 (Originally issued as Statement of Financial Accounting standards No. 128, “Earnings per share”), which superseded Accounting Principles Board Opinion No.15 (APB 15). Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.
   -9-
  Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of common stock issuable upon the conversion of the outstanding shares of Series A preferred stock (using the if-converted method) and common stock warrants (using the treasury stock method). The following table presents a reconciliation of basic and diluted earnings per share (in thousands, except per share amounts):
  Three months period EndedMarch 31,2010

(Restated)


2009

(Restated)Net Income

$
(84,183
)


463,922Less : Deemed Preferred Stock Dividend


(350,000
)Net income available to common shareholders

$
(434,183
)

$
463,922Weighted average shares of common stock outstanding


109,194



83,315Diluted effect of warrants, options, and preferred stock


35,767



551Weighted average shares of common stock – diluted


144,961



83,866Earnings per share – basic

$
(0.00
)

$
0.01Earnings per share -- diluted

$
(0.00
)

$
0.01
  The warrants that were issued by Organic Region in April 2008 were assumed by the Company in connection with the reverse acquisition, and are reflected in the number of diluted shares 3,117,055 for the three months period ended March 31, 2010.
  Pursuant to a common stock offering, effective August 3, 2009, the Company issued warrants to purchase 13,612,120 shares of the Company’s common stock, of which 10,145,454 and 3,466,666 have an exercise price of $0.11 and $0.15 per share, respectively, and are exercisable through August 3, 2011. The average stock price for the six month period ended March 31, 2010 was $0.25 per share. The warrants with $0.11 exercise price and $0.15 exercise price had a dilutive effect of 5,685,841 and 1,388,710 shares for the three months period ended March 31, 2010, respectively.
  Pursuant to a $1,000,000 preferred stock offering on August 7, 2009, the Company (i) issued of an aggregate of 1,000,000 shares of Series A Preferred Stock, (ii) issued five-year warrants to purchase 10,000,000 shares of common stock at an exercise price of $0.14 per share and 10,000,000 shares of common stock at an exercise price of $0.25 per share, and (iii) granted the investors an option to purchase up to 1,000,000 additional shares of Series A Preferred Stock at a purchase price of $1.00 per share of Series A Preferred Stock.
  The preferred stock had a dilutive effect of 22,220,160 shares for the three months period ended March 31, 2010. The warrants with $0.14 exercise price and $0.25 exercise price had a dilutive effect of 4,405,503 shares and 9,826 shares respectively for the three months period ended March 31, 2010. The preferred stock option had no dilutive effect, for the outstanding options to purchase 350,000 shares of Series A Preferred Stock at an exercise price of $1.00 per share of Series A Preferred Stock were exercised on January 5, 2010.
  On January 15, 2010, pursuant to an option granted in August 2009, we issued for $280,000, (a) 2,333,333 shares of c ommon s tock and (b) warrants to purchase 1,866,667 shares of common stock at an exercise price of $0.15 per share. Such issuance had a dilutive effect of 747,767 shares for the three months period ended March 31, 2010.
 
 At March 31, 2010, there remained outstanding from the August 2009 financing an option to purchase, for $500,000, (a) 4,166,667 shares of common stock and (b) a warrant to purchase 3,333,333 shares of common stock at an exercise price of $0.15 per share.  This option has a dilutive effect of 2,168,632 shares of common stock for the three months ended March 31, 2010.
   -10-
  Foreign currency translation
  The Company uses the United States dollar for financial reporting purposes. The Company’s subsidiaries maintain their books and records in their functional currency - Chinese Yuan Renminbi ( RMB ), being the primary currency of the economic environment in which their operations are conducted. Such financial statements were translated into United States dollars in accordance with ASC 830 (Originally issued as Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation”). According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder’s equity are translated at the historical rates and income statement and statement of cash flows items are translated at the average exchange rate for the period. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220 (Originally issued as SFAS No. 130, “Reporting Comprehensive Income”) as a component of shareholders’ equity.
  Fair values of financial instruments
  ASC 825 (Originally issued as Statement of Financial Accounting Standard No. 107, “Disclosures about Fair Value of Financial Instruments”) requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for assets and liabilities qualifying as financial instruments are a reasonable estimate of fair value.
  The Company’s financial instruments primarily consist of cash and cash equivalents, accounts receivable, other receivables, advances to suppliers, accounts payable and other payables.
  As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is attributed to the short maturities of the instruments and that interest rates on the borrowings approximate those that would have been available for loans of similar remaining maturity and risk profile at respective balance sheet dates.
  Segment reporting
  ASC 280 (Originally issued as Statement of Financial Accounting Standards No. 131, “SFAS 131”), “Disclosure about Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
  ASC 280 (Originally issued as SFAS No. 131) has no effect on the Company’s consolidated financial statements as the Company operates in one reportable business segment.
  Statement of cash flows
  In accordance with ASC 230 (Originally issued as SFAS No. 95), "Statement of Cash Flows," cash flows from the Company's operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.
  Recent Accounting Pronouncements
  In June 2009, the FASB issued ASC 105 (previously SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No. 162), which has become the source of authoritative accounting principles generally accepted in the United States recognized by the FASB to be applied to nongovernmental entities.
   -11-
  In June 2009, the FASB issued ASC 860 (previously SFAS No. 166, “Accounting for Transfers of Financial Assets”) , which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe this pronouncement will impact its financial statements.
  In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. These amended standards were effective for us beginning in the first quarter of fiscal year 2010, and have had no impact on our consolidated financial statements.
  In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards were effective for us beginning in the fourth quarter of fiscal year 2009 and are not expected to have a significant impact on our consolidated financial statements.
  In October 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-13, "Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)" which amends ASC 605-25, "Revenue Recognition: Multiple-Element Arrangements." ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. The Company is currently evaluating the application date and the impact of this standard on its financial statements.
  In February 2010, FASB issued ASU No. 2010-9 –"Subsequent events (Topic 855)" Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendments were effective upon issuance of the update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.
   -12-
  Reclassifications
  Certain prior year amounts have been reclassified to conform with the current year's presentation, none of which had an impact on total assets, stockholders' equity, net income, or net earnings per share.
  3. PROPERTY AND EQUIPMENT, NET
  Property and equipment consist of the following as of March 31, 2010 and December 31, 2009:
  March 31,


December 31,2010


2009Manufacturing machinery

$
403,887


$
403,822Office equipment


42,117



40,591Motor vehicle


24,147



24,143Leasehold Improvement


484,925



484,848Total


955,076



953,044Less: Accumulated Depreciation


(426,676
)


(405,677
)Property & Equipment, net

$
528,696


$
547,727
  Depreciation expenses for the three month period ended March 31, 2010 and 2009 were 20,638 and $21,010, respectively.
  4. DUE FROM/(TO) RELATED PARTIES
  Amounts due from related parties amounted to $0 and $1,006 as of March 31, 2010 and December 31, 2009, respectively. The amount due is interest free, unsecured and due on demand. The Company has collected such amounts as of March 31, 2010.
  Amounts due to related parties amounted to $89,771 and $3,364 as of March 31, 2010 and December 31, 2009, respectively. The Company has a balance due to one shareholder and director of the Company amounting to $89,771 as of March 31, 2010. The amount due is interest free, unsecured and due on demand.
  On January 15, 2009, in connection with the reverse acquisition described in Note 1, the Company entered into a redemption agreement with Michael Friess and Sanford Schwartz, who were the Company’s majority stockholders, whereby these stockholders surrendered an aggregate of 1,666,298 shares of common stock for redemption in exchange for the issuance of non-interest bearing convertible promissory notes in the aggregate principal amount of $500,000. The principal and accrued interest of the Notes were payable on March 31, 2009. On March 31, 2009, the Company entered into an oral agreement with these stockholders, pursuant to which the Company paid them $250,000 and agreed to pay them the remaining $250,000 on or before April 30, 2009, without penalty. The Company paid the remaining $250,000 on April 27, 2009.
  5. LONG-TERM PREPAYMENTS
  There is no private ownership of land in the PRC. All land is owned by the government, which grants land use rights for a specified period of time. Guangzhou Greenland has entered into fourteen land lease and developing agreements with a number of farming cooperatives since 2005. The farming cooperatives are authorized to manage and plant the lands by Guangzhou Greenland who, during the term of the lease, has the priority right to purchase the agricultural products at fair market price. The agreements have terms of 25 years with various due dates. The payments for the entire 25-year term are payable, and were paid, in full at the inception of the agreements.
   -13-
  The Company acquired one new land lease, for which our long term prepayments totaled $3,291,350, and it paid $2,954,901during the three months ended March 31, 2010.  The remaining balance will be paid in the second quarter of 2010.
  Guangzhou Greenland uses the straight-line method to amortize the long-term prepayments over the life of the contracts. As of March 31, 2010 and December 31, 2009, the Company has long-term prepayments (net) in the amount of $22,033,960 and $18,961,869, respectively.
  The details of long-term prepayments are listed below as of March 31, 2010 and December 31, 2009:
  March 31,


December2010



31, 2009Long-term prepayment –cost

$
24,291,109


$
20,996,380Accumulated amortization


(2,257,149
)


(2,034,511
)Net

$
22,033,960


$
18,961,869
  Amortization expenses for the three months period ended March 31, 2010 and 2009 were $222,312 and $174,858.
  Amortization expenses for the next five years after March 31, 2010 are approximately as follows:
  Remainder of 2010

$
728,7332011


971,6442012


971,6442013


971,6442014


971,644Thereafter

$
17,418,651Total


22,033,960
  6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
  Accounts payable and accrued expenses comprised the following as of March 31, 2010 and December 31, 2009:
  March 31,


December2010



31, 2009Accounts payable

$
398,701


$
385,726Accrued payroll


117,402



130,542Accrued expenses


428,121



465,895Advance subscription


-



180,526Other payable


361,921



24,234$
1,306,145


$
1,186, 923
  7. EQUITY TRANSACTIONS
  Pursuant to an agreement with an independent director, the Company agreed to pay the director 12,500 shares of common stock every fiscal quarter. As of March 31, 2010, the Company accrued the value of 58,333 shares, reflecting the shares that were due to such director  through the quarter ended March 31, 2010. The shares have not been issued through March 31, 2010.
   -14-
  Sales of Securities
  On January 15, 2010, pursuant to an option granted in August 2009, we issued for $280,000, (a) 2,333,333 shares of common stock and (b) warrants to purchase 1,866,667 shares of common stock at an exercise price of $0.15 per share. U nder the Black Scholes model, the fair market value for the warrants, which are reflected as a component of paid-in capital, is $281,792.
  On February 24, 2010, one investor converted 44,015 shares of convertible preferred stock into 500,0 1 0 shares of c ommon s tock.
  On February 8, 2010, the Company sold to two of the investors and their affiliates a total of 4,167,000 shares of common stock for a purchase price of $0.12 per share, for a total of $500,000 after brokerage commission. In connection with this financing, the holders of the $0.14 warrants issued in the August 7, 2009 financing waived any anti-dilution adjustment resulting for this issuance.
 
 During the quarter, an option to purchase 350,000 series A preferred stock was exercised, and the exercise price was received, subject to an amendment to the certificate of amendment to the certificate of designation for the series A convertible preferred stock, which was filed on May 14, 2010.
  Warrants
  Weighted


AverageAverage


RemainingWarrants


Warrants


Exercise


ContractualOutstanding


Exercisable


Price


LifeOutstanding, December 31, 2007


-



-



-



-Granted


5,115,090



5,115,090



0.098



4.00Forfeited


-



-



-



-Exercised


-



-



-



-Outstanding, December 31, 2008


5,115,090



5,115,090



0.098



4.00Granted


33,612,120



33,612,120



0.16



3.79Forfeited


-



-



-



-Exercised


-



-



-



-Outstanding, December 31, 2009


38,727,210



38,727,210



0.15



2.94
 Granted


1,866,667



1,866,667



0.15



1.83ForfeitedExercisedOutstanding, March 31, 2010


40,593,877



40,593,877



0.15



2.65
  Fair Value of Warrants
  ASC Topic 820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
   -15-
  [ ]
Level one — Quoted market prices in active markets for identical assets or liabilities;[ ]
Level two — Inputs other than level one inputs that are either directly or indirectly observable; and[ ]
Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
  Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.
  Assets and liabilities measured at fair value on a recurring basis are summarized as follows:
  Fair value measurement using inputs


Carrying amount atFinancial instruments

Level 1


Level 2


Level 3


3/31/2010Liabilities:Derivative instruments-Warrants

$
—


$
7,479,048


$
—


$
7,479,048Total

$
—


$
7,479,048


$
—


$
7,479,048
  The fair value of warrants associated with the April 2008 debt issuance (Organic Region Warrants) and the August 2009 preferred share financing (Series A Warrants) that are reported as a liability was developed using the Black Scholes model using the following significant assumptions:
  Organic Region Warrants


Series A Warrants $0.14


Series A Warrants  $0.25March 31,


December 31,


March 31,


December 31,


March 31,


December 31,2010


2009


2010


2009


2010


2009Market price of common stock:

$
0.35


$
0.25


$
0.35


$
0.25


$
0.35


$
0.25Exercise price:

$
0.098


$
0.098



0.14


$
0.14



0.25


$
0.25Expected term (years):


4.36



4.60



4.36



4.60



4.36



4.60Dividend yield:


–



–



-



-



-



-Expected volatility:


114.89
%


120.82
%


114.89
%


120.82
%


114.89
%


120.82
%Risk-free interest rate:


1.50
%


1.50
%


1.75
%


1.75
%


1.75
%


1.75
%
  As of May 17, 2010, none of the warrants had been exercised.
  The risk-free rate of return reflects the interest rate for United States Treasury Note with similar time-to-maturity to that of the warrants.
  None of the other warrants are treated as derivatives.
  8. INCOME TAXES
  The Company’s operations are conducted solely in the PRC. It does not conduct any operations in the United States or The British Virgin Islands and is not subject to income tax in either jurisdiction. For certain entities in PRC, the Company has incurred net accumulated operating losses. The Company has net operating losses amounted of $17,215 and $3,826, respectively, as of March 31, 2010 and 2009 for these entities. The Company believes that it is more likely than not that these net accumulated operating losses generated in these entities will not be utilized in the future. Therefore, the Company has provided full valuation allowance for the deferred tax assets arising from the losses at these locations as of March 31, 2010 and 2009. Accordingly, the Company has no net deferred tax assets.
   -16-
  Under the current PRC enterprise income tax law, which became effective January 1, 2008, there is a standard enterprise income tax rate of 25%. The tax holidays that were granted under the former tax law, will continue in effect until they expire. Guangzhou Organic has a two year income tax exemption in 2008 and 2009 and will have a 50% tax reduction from 2010 to 2012. For the six months ended March 31, 2010, Guangzhou Organic had a net loss. Guangzhou Greenland in PRC which had net income from operations for the six months ended March 31, 2010 is exempted from income tax according to tax law of PRC. The other two subsidiaries got net losses from business operation. Therefore, the Company does not have a provision for income tax. The following is a reconciliation of the provision for income taxes at the tax rates of BVI and PRC to the income taxes reflected in the Statement of Operations for the six months ended March 31, 2010 and 2009.
  2010


2009U.S. statutory rate


35
%


35
%Foreign income not recognized in U.S.


(35
)%


(35
)%PRC income tax


25
%


25
%
 Exempt from income tax


(12.5
)%


(25
)%Less : Valuation Allowance


(12.5
)%


0
%Tax expense at actual rate


0
%


0
%
  Sino Green Land, Inc. was incorporated in the United States and has incurred estimated accumulated net operating losses of $3,625 as of March 31, 2010 for the tax purposes. The estimated net operating loss carry forwards for United States income taxes amounted to $3,625 which may be available to reduce future years’ taxable income. These carry forwards will expire, if not utilized, from 2030. Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax benefit to reduce the asset to zero. The net change in the valuation allowance for the period ended March 31, 2010 was $3,625 and the valuation allowance as of March 31, 2010 amounted to $3,625.
  The Company has cumulative undistributed earnings of foreign subsidiaries of approximately $11,515,931 as of March 31, 2010, is included in consolidated retained earnings and will continue to be indefinitely reinvested in international operations. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if the Company concluded that such earnings will be remitted in the future.
  9. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS
  The Company’s operations are conducted exclusively in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.
  Operations of the Company in the PRC are subject to specific considerations and significant risks. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. Results of operations of the company may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.
  -17-
   Since a significant amount of the company future revenues will be denominated in Renminbi, the existing and any future restrictions on currency exchange may limit the company’s ability to utilize revenues generated in Renminbi to fund any business activities outside China or fund expenditures denominated in foreign currencies.
  Almost all of the Company’s products are sold at the Guangdong Yun Cheng Wholesale Market and the Beijing Xin Fadi Agricultural Products Wholesale Market, two major markets for the sale of agricultural products in their respective areas where the Company leases space to sell its produce.
  No customers accounted for more than 10% of the total net revenue for the six months ended March 31, 2010 and 2009.
  The Company has long-term arrangements to purchase its produce from a limited number of farming cooperatives. If the Company is not able to purchase the produce from these farmers, in the event of a product shortage, and it is necessary for the Company to purchase from other suppliers, the costs may be greater due to this kind of short-term nature of arrangements.
  Three vendors provided 81.4%, 9.7% and 8.7%of the goods to the Company during the three months ended March 31, 2010. Accounts payable to these vendors amounted $0 as of March 31, 2010. Two vendors provided 79% and 8% of the goods to the Company during the three months periods ended March 31, 2009. Accounts payable to these vendors amounted $783,356 on March 31, 2009.
  The Company extends credit to its customers based upon its assessment of their credit worthiness and generally does not require collateral. Credit losses have not been significant.
  10. COMMITMENT
  Operating Leases
  The Company leases various office facilities under operating leases that terminate on various dates.
  The Company incurred rent expenses of $37,044and $26,365 for the three months ended March 31, 2010 and 2009. The Company incurred rent expenses of $37,044and $26,365 for the three months ended March 31, 2010 and 2009.
  The rent expenses for the five years after March 31, 2010 are as follows:
  1 year after

$
94,9352 year after


124,1303 year after


126,9264 year after


129,9485 year after


131,941Thereafter


292,487$
900,367
  11. SUBSEQUENT EVENTS
  On May 1, 2010, Sino Green Land Corporation (the “Company”) entered into an Executive Employment Agreement (the “Agreement”) with Yan Pan. Under the agreement, Yan Pan will be employed by the Company as its Chief Operating Officer. Mr. Pan will receive an annual salary of $54,000 as well as 1,000,000 shares of the Company’s common stock.
   -18-
  12. RESTATEMENT OF FINANCIAL STATEMENTS
  On August 23, 2010, the Company concluded, after a review of the pertinent facts, that the previously issued financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, September 30, 2009, June 30, 2009 and March 31, 2009, respectively, should not be relied upon due to the following:
  ·
The Company improperly allocated, for financial statement purposes, the proceeds received in connection with the April 2008 debt financing transaction and the August and December 2009 and January 2010 preferred stock financing transactions (collectively, “the financings”). The restated financial statements include the effects of properly allocating the financing proceeds between (1) the debt or preferred stock, as applicable, (2) any derivative liabilities associated with warrants for the purchase of common stock, and (3) any beneficial conversion features (“BCF”), as a component of additional paid-in capital, which allow the debt and preferred shareholders to convert their investment into the Company’s common stock on favorable terms.
  ·
Due to the improper allocation of proceeds on the April 2008 debt financing which resulted in an incorrect basis for the debt, the Company improperly reported the loss on debt extinguishment upon its settlement in August 2009. The debt settlement is appropriately reported in the restated annual financial statements for 2009. The settlement occurred in August 2009, and therefore does not affect the March 31, 2010 income statement presented herein. However, the accompanying balance sheets appropriately reflect its ultimate settlement in the December 31, 2009 financial statements, as restated .
  ·
Certain warrants containing variable exercise terms associated with the financings were reported as a component of paid-in capital instead of properly reflecting them as a derivative liability at fair value, with changes in fair value reported in the income statement each period. The restated financial statements include the effects of reporting the derivative liabilities and their associated changes in value correctly.
  ·
A BCF was inappropriately recorded as a debt discount on the April 2008 financing in addition to being amortized over the subsequent 12 months with a charge to expense. Furthermore, separate BCFs associated with the December 2009 and January 2010 preferred stock financings were erroneously omitted due to a misallocation of proceeds for financial statement purposes. The restated financial statements include the effects of allocating financing proceeds to the applicable BCFs by recording a preferred stock discount with a credit to additional paid-in capital. The discounts were then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.
  ·
Earnings per share has been restated to include the effects of the restated financial statements
  The Company’s management has determined that as a result of such accounting matters, its reported net income was overstated by $1,978,161 for the three months ended March 31, 2010, 3,529,126 for the year ended December 31, 2009 and understated by $112,650 for the year ended December 31, 2008.
  Set forth below is a comparative presentation of the balance sheet and income statement as of and for the three months ended March 31, 2010 as restated and as initially reported in the Company’s Reports on Form 10-Q previously filed with the Securities and Exchange Commission. These financial statements include the restated balance sheet as of March 31, 2010 and December 31, 2009.
   -19-
   SINO GREEN LAND CORPORATION AND SUBSIDIARIES
  For the three months ended March 31, 2010 and 2009
  Three months ended

March 31, 2010


Three months ended

March 31, 2009As Reported


As Restated


As Reported


As RestatedINCOME STATEMENT:Sales

$
33,555,804


$
33,555,804


$
18,530,563


$
18,530,563Cost of goods sold


29,919,804



29,919,804



16,407,579



16,407,579Gross profit


3,635,999



3,635,999



2,122,984



2,122,984Operating expense:Selling expenses


792,180



792,180



399,055



399,055General & administrative expenses


654,758



654,758



936,952



936,952Total operating expenses


1,446,938



1,446,938



1,336,007



1,336,007Operating income


2,189,061



2,189,061



786,977



786,977Other income/(expense):Other income (expense), net


(2,370
)


(2,370
)


(284,248
)


(261,755
)Interest expense


1,606



1,606



(22,500
)


(22,500
)Beneficial conversion feature expense










(125,000
)


-Change in derivative liability






(2,272,481
)


-



(38,800
)Total other income/(expense)


(765
)


(2,273,245
)


(431,748
)


(323,055
)Net income


2,188,297



(84,183
)


355,229



463,922Deemed preferred stock dividend


(644,318
)


(350,000
)Net income applicable to common stockholders


1,543,978



(434,183
)


355,229



463,922Comprehensive income:Net income


1,543,978



(84,183
)


355,229



463,922Other comprehensive loss:Foreign currency translation gain/(loss)


(3,729
)


(3,729
)


(26,941
)


(26,941
)Comprehensive income (loss)

$
1,540,249


$
(87,912
)

$
328,288


$
436,981Net income (loss) per share:Basic

$
0.01


$
(0.00
)

$
0.00


$
0.01Diluted

$
0.01


$
(0.00
)

$
0.00


$
0.01
 Weighted average number of shares outstandingBasic


109,193,511



109,193,511



83,314,851



83,314,851Diluted


144,961,005



144,961,005



83,866,207



83,866,207
  As of March 31, 2010 and December 31, 2009
  As Reported


As Restated


As Reported


As Restated3/31/2010


3/31/2010


12/31/2009


12/31/2009BALANCE SHEET:Derivative liability





7,479,048






5,206,567Preferred stock


1,606



606



1,650



650Additional Paid-in Capital


11,540,555



8,863,103



10,119,540



7,735,406Retained earnings


16,316,527



11,515,931



14,772,550



11,950,117
   -20-
 
  ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the related notes, which appear elsewhere in this quarterly report. The following discussion includes forward-looking statements.
 
 Statements in this quarterly report include “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this quarterly report, including the risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K/A for the year ended December 31, 2009, which includes restated financial statements for the years ended December 31, 2009 and 2008. In addition, such statements could be affected by risks and uncertainties related to the effects of our restatement of our financial statements, weather and natural disasters, our ability to conduct business in the PRC, product demand, including the demand for fruit and vegetable products, our ability to develop and maintain good relations with local cooperative suppliers, our ability to raise any financing which we may require for our operations, including financing for our green produce hub, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this quarterly report.
  Overview
  We are engaged in the wholesale distribution, marketing and sales of premium fruits in China. Our main products include Fuji apples, emperor bananas and tangerine oranges. We purchase our products directly from farming cooperative groups to whom we provide varying degrees of farming, harvesting and marketing services. Almost all of our products are sold by us at the Guangdong Yun Cheng wholesale market and the Beijing Xin Fadi agricultural products wholesale market, two major markets for the sale of agricultural products in their respective areas, where we lease space to sell our produce. We sell to trading agents who sell our products to customers in and around the provinces in which the produce is grown.
  We have recently introduced a line of vegetable products, which we process and distribute to end users. However, our revenue from vegetables has been nominal through March 31, 2010.
  Fruits, such as apples, bananas and oranges, as well as vegetables are considered staples in the Chinese diet, similar to rice and meat, and historically, demand for these products has not fluctuated with the ups and downs of the general economy. As a result, we have not yet seen a significant decline in our business from the recent economic downturn and the global credit crisis. However, if economic conditions further deteriorate, including business layoffs, downsizing, industry slowdowns and other similar factors that affect our distributors, customers, suppliers, farmers and creditors, we could see a reduction in the demand for our products which could have a material adverse effect on our business operations. Since we promote our products as premium foods, in troubled economic times, consumers may purchase cheaper fruits and vegetables rather than our products, which could affect both our revenue and our gross margin.
   -21-
  All fruits and vegetables are perishable, and are subject to spoilage if they are not delivered to market in a timely manner. Our ability to both purchase and sell produce is dependent upon a number of factors which are not under our control. Severe weather conditions and natural disasters, such as floods, droughts, frosts, earthquakes or pestilence, may affect our ability both to purchase products and to sell our products at the wholesale markets. Under these conditions, we may incur a higher cost of cold storage with no assurance that, even in the best conditions, spoilage cannot be avoided.
  Since weather conditions are not uniform throughout China, our competitive position may be impaired if our competitors are able to deliver produce to market at a time when we are not able to make deliveries, either because we are unable to purchase the produce or because we are unable to bring the produce to market.
  Agricultural products generally are subject to disease, blight and infestation by insects. Our revenue during 2009 was affected by a fruit insect disease which affected sales of our tangerine oranges. Any disease, blight or infestation that affects our produce could materially impair our ability to generate revenue from the affected fruit.
  We only have long-term arrangements to purchase produce from five farming cooperatives. If we are not able to purchase our produce from these farmers, whether because of a shortage, because of government regulations or otherwise, we may be unable to purchase produce from other co-ops or farmers, and if we are able to purchase produce, our costs may be greater, which could impair our gross margins.
  Substantially all of our produce is grown by farming cooperatives on land which we lease pursuant to 25-year lease and development agreements which we entered into during the period from 2005 to 2010. All of these leases were entered into with the farmers who held the land use rights from the government. The farming cooperatives consist of many farmers who held the land use rights. Pursuant to these agreements, as of March 31, 2010, we had paid a total of $24.3 million to the holders of the land use rights, who are not affiliated with us, and the farmers agreed to manage the land and plant the crops and we received a priority right to purchase the crops at fair market price. The farming cooperatives do not pay us rent for the land. We amortize our payments over the life of the leases. The amortization of our lease payments is included in cost of goods sold.
  Commencing in the first quarter of 2010, we began to export food products, with our initial export sales being made to Australia. To date, revenue from exports has not constituted more than a nominal portion of our revenue.
  We are in the process of constructing a new hub for the sale of green foods in the Guangdong wholesale market. We believe that our hub will be the first hub in the PRC to provide wholesale and retail customers with the ability to purchase a wide variety of green foods in one location. We intend to purchase green foods from members of the China Green Food Association, who sell more than 17,000 food items, and sell the foods in our green foods hub. As of March 31, 2010, we had paid approximately $5.4 million in connection with the construction of this hub from cash generated by our operations and from funds which we raised in 2009 and early 2010. We anticipate completing the construction of the hub by the end of 2010 and to begin the operations of our new green foods product line in 2011. We anticipate that the total investment to launch this business will be $18 million, which includes construction costs of approximately $12 million, with approximately $4 million auxiliary facilities, such as refrigerated cold-storage trucking capabilities and air conditioning, and $2 million for initial inventory of new green foods products. On an ongoing basis, we believe that we will need to maintain inventory in the range of $4 million.
  As part of our green foods distribution hub business, we may market our green foods directly to supermarkets and other retail stores. We anticipate that some of the retail markets will purchase our green food products at our distribution hub while others will require us to deliver the foods to them. In order to develop this business, we will need to expand our marketing effort and establish a delivery system for the retail food.
   -22-
  We will require significant additional funding for our green foods distribution hub business. We have no commitments for the funding and our failure to obtain funding will impair our ability to develop this business. If we are not able to operate the green foods hub, we may not be able to recover our costs, in which event we would include a charge equal to the amount of the unrecovered costs.
  While we currently generate sufficient operating cash flows to support our operations, our capital requirements and the cash flow provided by future operating activities, if any, will vary greatly from quarter to quarter, depending on the volume of business during the period and payment terms with our customers. A significant portion of our revenue growth has resulted from increased land use rights which we lease under long-term leases that require us to pay the rental for the entire lease term at the inception of the lease. In 2009, we invested approximately $3.4 million for these new leases from cash generated by our operations.  During the three-month ended March 31, 2010, we leased an additional 2,500 acres of land in Shaanxi province for $3.3 million and we acquired the first priority purchase rights for all fuji apples produced on these lands.  If we are to expand our business, we will continue to lease additional farm land on which our produce can be grown, which will require significant additional capital. To the extent that we devote resources to our proposed green foods hub, we may have to reduce the amount we spend for additional farmland, which could adversely affect the growth of our produce business.
  We have commenced construction of our green foods distribution hub in the Guangdong wholesale market at an estimated cost of approximately $18 million, of which we paid approximately $5.4 million as of March 31, 2010 toward the construction of the hub. These funds were generated from our operations and the sale of our equity securities. We have no commitment from any party to provide funding for the balance of our estimated cost. Our failure to raise the necessary funds for this project could impair our ability to complete the project and we may lose the money we have invested to date.
  We presently sell our produce in the wholesale markets, where our customers are wholesale distributors. In connection with, and as part of, our green foods distribution hub, we may seek to market to supermarkets and other retail outlets. To the extent that we develop this business, we would incur additional marketing, shipping and other expenses.
  The current uncertainty arising out of domestic and global economic conditions, including the disruption in credit markets, may affect our ability to obtain either debt or equity financing which we may require in order to expand our business. Although our products are considered staples in Chinese consumers’ daily life, and, historically, demand for such staples has not fluctuated with the ups and downs of the general economy, if the current economic situation continues to deteriorate, we could see a more drastic reduction in the demand for our products. Since we are marketing our products as premium produce, consumers, in a time of economic difficulties, could purchase non-premium produce, which could have a material adverse effect on our business.
  Seasonality
  Our fresh fruit business is highly seasonal. Fuji apples are harvested mainly from late August until early November and are sold throughout the year. Tangerine oranges are harvested in late September through late November with the result that we have limited sales of tangerine oranges in the third quarter of the year. Emperor bananas are harvested throughout the year. They grow in an eight-month cycle, and are cultivated and harvested all year long. As harvested fruits cannot be stored at room temperature for a long time, they must be processed for sale as soon as they are harvested or stored at a cold temperature. As a result, the sales volume for our produce occurs during the harvesting season and for the months following the harvesting season.
  We generally experience higher sales in the second half of the year. Sales in second half of 2009 accounted for approximately 63% of our revenue for 2009, and sales in the second half of 2008 accounted for approximately 59% of our revenue for 2008. If sales in the second half of the year are lower than expected, our operating results would be adversely affected, and it would have a disproportionately large impact on our annual operating results. Sales of tangerine oranges were nominal during the third quarter of 2009.
   -23-
  Because of the large number of green foods products which we plan to distribute through at our green foods distribution hub, there will be many different seasons for the different products we operate. We cannot predict at this time how the seasonality of the various products we propose to sell will affect our overall profitability.
  Taxation
  The PRC Enterprise Income Tax Law and Implementing Rules impose a unified EIT rate of 25.0% on all domestic-invested enterprises and foreign-invested enterprises, or FIEs, unless they qualify under certain limited exceptions. The law gives the FIEs established before March 16, 2007, such as our subsidiaries Zhuhai Organic and Guangzhou Organic, a five-year grandfather period during which they can continue to enjoy their existing preferential tax treatment. During this five-year grandfather period, the old FIEs which enjoyed tax rates lower than 25% under the original EIT law shall gradually increase their EIT rate by 2% per year until the tax rate reaches 25%. In addition, the FIEs that are eligible for a full exemption and 50% reduction under the original law are allowed to retain their preferential treatment until these holidays expire.
  Under the current income tax laws and the related implementing rules, FIEs engaging in agriculture businesses, such as Guangzhou Organic, are entitled to a two-year tax exemption from PRC enterprise income tax, subject to approval from local taxation authorities. Guangzhou Organic is tax exempt for 2008 to 2009 and is entitled to a 50% tax reduction for the three years thereafter. Due to the absence of significant business in 2008, Zhuhai Organic was entitled to tax exemption in 2007, and will be entitled to a one-year tax exemption after the business resumes. However, Zhuhai Organic did not constitute a significant source of revenue or income in 2009 or 2008. Currently, pursuant to income tax law, the income tax rate for foreign-capitalized enterprises is 25% and the value-added tax rate is 13%.
  Accounting Treatment of Financing Instruments
  In April 2008, Organic Region, which was then a privately-owned company, issued, for $500,000, its one-year 18% convertible notes in the principal amount of $500,000 and warrants to purchase common stock after Organic Region effects a going public transaction, which includes a reverse acquisition with a publicly traded shell corporation. Due to variability in the terms of the warrants’ exercise price for which accounting rules preclude them from being considered as indexed to our common stock, the warrants are recorded at fair value, with changes in value reported in the income statement each period. Although the debt was paid off in 2009, the warrants remain outstanding.
  The Series A preferred stock issue d in 2009 and 2010  were issued with  warrants and/or a conversion feature that require the proceeds received on the transaction to be allocated to each applicable component. Any resulting warrant liabilities are recorded at fair value, with changes in value recorded in the income statement each period. Any proceeds allocated to beneficial conversion features on the preferred shares are recorded as a discount on such shares, with a credit to additional paid-in capital. The discounts are then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.
  Restatement of Financial Statements
  On August 23, 2010, we concluded, after a review of the pertinent facts, that the previously issued financial statements contained in our annual report on Form 10-K for the year ended December 31, 2009 and our quarterly reports on Form 10-Q for the quarters ended March 31, 2010, September 30, 2009, June 30, 2009 and March 31, 2009 should not be relied upon for reasons set forth in Note 12 of Notes to Consolidated Financial Statements. This quarterly report reflects restated financial statements for the three months ended March 31, 2010 because of our failure to account properly for the treatment of securities issued in financings during 2009 and 2008. As a result, our net income, as originally reported, was overstated by $1,978,161 for the three months ended March 31, 2010 and was understated by $108,693 for the three months ended March 31, 2009.
   -24-
   Results of Operations
  The following table sets forth information relating to our products for the three months ended March 31, 2010 and the years ended December 31, 2009 and 2008 (dollars in thousands):
  Period

Product

Sales


Percentage


Cost of Sales


Gross ProfitThree Months Ended

Fuji Apples

$
27,218



81.1
%

$
24.373


$
2,845March 31, 2010

Emperor Bananas


3,310



9.9
%


2,893



417Tangerine Oranges


2,940



8.8
%


2,580



359Vegetables


87



0.3
%


73



14Total

$
33,556







29,920


$
3,636Year Ended December 31, 2009

Fuji Apples

$
92,027



85.2
%

$
82,258


$
9,769Emperor Bananas


9,872



9.1
%


8,618



1,255Tangerine Oranges


5,575



5.2
%


4,937



638Vegetables


572



0.5
%


496



76Total

$
108,045






$
96,308


$
11,737Year Ended December 31, 2008

Fuji Apples

$
63,682



86.6
%

$
57,130



6,552Emperor Bananas


5,199



7.1
%


4,533



666Tangerine Oranges


4,289



5.8
%


3,767



522Vegetables


392



0.5
%


395



(3
)Total

$
73,563






$
65,825


$
7,737
  * Percentages may not total 100% because of rounding.
  Three Months Ended March 31, 2010 and March 31, 2009
  The following table sets forth the key components of our results of operations for the three months ended March 31, 2010 and 2009, in thousands of U.S. dollars and as a percentage of sales:
  Three Months Ended March 31,2010

(Unaudited and Restated)


2009

(Unaudited and Restated)% of





% ofDollars


Sales


Dollars


SalesSales

$
33,556






18,531Cost of Sales


29,920



89.2
%


16,408



88.5
%Gross Profit


3,636



10.8
%


2,123



11.5
%Operating ExpensesSelling Expenses


792



2.4
%


399



2.2
%Administrative Expenses


443



1.3
%


807



4.4
%Salary & Wages


208



0.6
%


130



0.7
%Stock Compensation


4



0.0
%Operating Income


2,189



6.5
%


787



4.2
%Interest Expenses


2



0.0
%


(23
)


(0.1
%)Change in derivative liability


(2,272
)


(6.8
%)


(39
)


(0.2
%)Other (loss), net


(2
)


(0.0
%)


(262
)


(1.4
%)Income Before Income Taxes


(2,273
)


(6.8
%)


(323
)


(1.7
%)Net income


(84
)


(0.3
%)


464



2.5
%Deemed preferred stock dividend


(350
)


(1.0
%)


0



0.0
%Net income applicable to common stockholders


(434
)


(1.3
%)


464



2.5
%Foreign Currency translation gain (loss)


(4
)


(0.0
%)


(27
)


(0.1
%)Comprehensive income


(88
)


(0.3
%)


437



2.4
%
   -25-
   Sales. Sales increased approximately $15.1 million, or 81.6%, to approximately $33.6 million in the three months ended March 31, 2010 from approximately $18.5 million in the three months ended March 31, 2009.
  Sales of our Fuji apples increased by 88.2% in the three months ended March 31, 2010 as compared to the three months ended March 31, 2009. Of this increase, 65.5% is attributable to increased sales volume and 22.7 % of this increase is attributable to increases in the average sales price. Sales of our emperor bananas increased by 121.8% in the three months ended March 31, 2010 as compared to the three months ended March 31, 2009 as a result of additional 833 acres new banana farmland leases. Sales of our tangerine oranges increased by 23% in the three months ended March 31, 2010 as compared to the three months ended March 31, 2009.
  Our sales volume increased by an aggregate of 14,755 tons in the three months ended March 31, 2010 as compared to the three months ended March 31, 2009 because we leased an additional 3,222 acres of land from the farming cooperative that supplies us with Fuji apples, and 833 acres of land from the farming cooperative that supplies us with emperor bananas during the second half of 2009 and the first quarter of 2010.
  Cost of Sales. Our cost of sales is primarily comprised of the cost of purchasing produce from the farming cooperatives plus amortization of land use rights, Our cost of sales increased approximately $13.3 million, or 80.1 %, to approximately $29.9 million in the three months ended March 31, 2010 from approximately $16.6 million in the three months ended March 31, 2009, reflecting increased purchases of produce and higher levels of amortization reflecting additional land leases, in the first quarter of 2010.
  Gross Profit and Gross Margin.Our gross profit increased 86.7%, from $1.9 million in the quarter ended March 31, 2009 to $3.6 million for the quarter ended March 31, 2010. Our gross margin increased from 10.51% in the three months ended March 31, 2009 to 10.84% in the three months ended March 31, 2010 due to higher pricing for the fruits we distributed in the first quarter 2010.
  Selling Expenses. Our selling expenses are comprised of marketing expense, the salaries of our marketing staff, bonus, rent, trading expense, and depreciation. These expenses increased to approximately $0.8 million, or 300%, from approximately $0.2 million in the three months ended March 31, 2009. As a percentage of sales, selling expenses increased to 2.36% in the three months ended March 31, 2010 from 1.21% in the three months ended March 31, 2009. We paid sales bonuses in the first quarter of 2010.
  General and Administrative Expenses. Our general and administrative expenses are comprised of trip expense, office expense, research and development expense, market research expense, exhibition expense, audit expense, advisory expense and other expenses associated with our status as a public company. These expenses decreased by approximately $0.2 million, or 22.2%, to approximately $0.7 million in the three months ended March 31, 2010 from approximately $0.9 million in the three months ended March 31, 2009. As a percentage of sales, administrative expenses decreased to 1.95% in the three months ended March 31, 2010 as compared to 5.06% in the three months ended March 31, 2009 due to our payment during the first quarter of 2009 of $250,000 of expenses associated with the reverse acquisition transaction with Organic Region.
  Interest Expense.  The interest income was $1,606 in the three months ended March 31, 2010 compared to an expense of $22,500 in the three months ended March 31, 2009.  The interest expense in 2009 reflected the $500,000 convertible debentures we issued in April 2008.
  Change in derivative liability.  Change of derivative liability was $2,272,481 in thethree months ended March 31, 2009compared to $38,800 in 2008, representing the change in fair value of warrants outstanding. The change in fair value, as computed using the Black-Scholes option pricing model, primarily reflected the increase in our stock price, which was $0.35 at March 31, 2010 and $0.25 at December 31, 2009.
   -26-
  Tax. Since our operating subsidiaries benefited from a tax exemption for agriculture products for 2009 and 2010, we did not incur any income tax liability in 2009 or 2010.
  Net Income. As a result of the factors described above,  we incurred a net loss of $84,000, as compared with net income of $464,000 for the first quarter of 2009.
 
 Deemed Preferred Stock Dividend.  As a result of the issuance of 350,000 shares of series A preferred stock in January 2010, we recognized a deemed preferred stock dividend of $350,000 representing the effect of the favorable conversion rate on the date of conversion compared with the market price of the common stock on that date.  We did not have any comparable transaction during the quarter ended March 31, 2009.
 
 Net Income Applicable to Common Stockholders.  As a result of the deemed preferred stock dividend, which is a non-cash item, our net income applicable to common stockholders was a loss of $434,000, or $0.00 per share (basic and diluted), as compared with income of $464,000, or $0.01 per share (basic and diluted) for the first quarter of 2009,
 
 Liquidity and Capital Resources
  General
  Historically, our primary capital needs have been to fund our working capital requirements and leases of farmland, and our primary sources of funds have been cash generated from operations. We raised approximately $3 million in the three months ended March 31, 2010 pursuant to several private placements, which funds are being used to finance the construction of our green food hub and acquire additional lands to increase our stock of Fuji apples and emperor bananas. We expect that anticipated cash flows from operations and loans from related parties will be sufficient to fund our current operations through at least the next twelve months, provided that:
  ·
We generate sufficient business so that we are able to generate substantial profits, which cannot be assured; and
  ·
We are able to generate savings by improving the efficiency of our operations.
  However, we anticipate that the total investment to launch our green foods business will be $18 million in total, of which $5.4 million has been paid through March 31,2010 . We will need to raise a substantial amount of capital from equity or debt markets, or to borrow funds from local banks, in order to complete the construction of our hub and launch our new green foods business. Furthermore, if available liquidity is not sufficient to meet our operating requirements, our plans include considering pursuing financing arrangements or further reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that, if required, we will be able to raise additional capital or reduce discretionary spending to provide the required liquidity. Currently, the capital markets for small capitalization companies are difficult and banking institutions have become stringent in their lending requirements. Accordingly, we cannot be sure of the availability or terms of any third party financing.
  At March 31, 2010, we had a working capital deficiency of approximately $6.5 million, as compared with a working capital deficiency of approximately $3.7 million at December 31, 2009.  The increase in working capital reflects the $2.3 million increase in the derivative liability, which reflects the increase in the value of the derivatives resulting from the increase in our stock price.  Our working capital also reflects our investment in long-term lease prepayments of $3.3 million, advances relating to construction of our green foods hub of $5.4 million and equity financings which generated $1.1 million and cash flow used in operations of $1.4 million. The following table sets forth information as to the principal changes in the components of our working capital (dollars in thousands).
   -27-
 
 Category







December 31, 2009 to

March 31, 2010March 31,

2010


December 31,

2009

Change


Percent

ChangeCurrent Assets:Cash and cash equivalents

$
1,816


$
1,987



(171
)


(8.6%
)Accounts receivable, net


257



171



86



50.3%Due from related parties






1



(1
)


(100%
)Inventories






10



(10
)


(100%
)Advances – current portion


303



256



47


18.4%Other current assets


84



343



(259
)


(75.5%
)Total current assets


2,459



2,769



(310
)


(11.2%
)Current Liabilities:Accounts payable and accrued expenses


1,306



1,186



120



10.1%Advances from customers


49



49



-



0.0%Due to related parties


90



3



87



2,900.0%Derivative liability


7,479



5,207



2,272



43.6%Total current liabilities


8,924



6,446



2,478



38.4%Net working capital deficiency


(6,464
)


(3,677
)


(2,787
)


75.8%
 
 As of March 31, 2010, cash and cash equivalents were $1,815,756, as compared to $1,987,616 at December 31, 2009.
  Cash Flow for three months ended March 31, 2010 as compared to the three months ended March 31, 2009
  The following table provides detailed information about our net cash flow for all financial statements periods presented in this report.
  Cash Flow
  (All amounts in thousands of U.S. dollars)
  Three Months Ended March 31,2010


2009Net cash provided by (used in) operating activities

$
( 1,386
)

$
( 1,039
)Net cash (used in) investing activities


(2
)


(2
)Net cash provided by (used in) financing activities


1,116



976
  Operating Activities
  Net cash provided by operating activities was approximately $ 1.39 million in the three months ended March 31, 2010, as compared to $ 1.0 million net cash used in operating activities in the three months ended March 31, 2009.
  Investing Activities
  Net cash used in investing activities was $1,520 in the three months ended March 31, 2010, as compared to $1,736 in the three months ended March 31, 2009, which was spent on acquiring some fixed assets.
  Financing Activities
  Net cash provided by financing activities was approximately $1.12 million in the three months ended March 31, 2010, as compared to net cash provided by financing activities of $0.98 million in the three months ended March 31, 2009, reflecting the money we raised in private placements and related option exercises from August 2009 through March 2010.
  -28-
   Critical Accounting Policies and Estimates
  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.
  We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
  Accounts Receivable– Our policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.
  Inventories– Inventories are valued at the lower of cost (determined on a weighted average basis) or market value. Management compares the cost of inventories with market value and an allowance is provided to reduce the value of inventories to their net market value.
  Impairment– We apply the provisions of ASC 360-10 (Originally issued as FAS No. 144).. ASC 360-10 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. We test long-lived assets, including property, plant and equipment and intangible assets subject to periodic amortization, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. We consider historical performance and future estimated results in our evaluation of potential impairment, and then we compare the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, we measure the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate we utilize to evaluate potential investments. We estimate fair value based on the information available in making whatever estimates, judgments and projections are considered necessary.
  Revenue Recognition– Our revenue recognition policies are in compliance with ASC 605 (Originally issued as Staff Accounting Bulletin (SAB) 104). Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. Revenues from the sale of products are recognized at the point of sale of our products. Discounts provided to customers by us at the time of sale are recognized as a reduction in sales as the products are sold. Discounts provided by vendors are not recognized as a reduction in sales provided the coupons are redeemable at any retailer that accepts coupons. Sales taxes are not recorded as a component of sales. The “Cost of Goods Sold” line item of the Consolidated Statements of Income includes product costs, net of discounts and allowances. Discounts provided to us by vendors at the time of purchase are recognized as a reduction in inventory cost as the products are delivered. All other costs, including warehousing costs, transportation costs; salaries, rent expense and depreciation expense, are shown separately in selling expenses or general and administrative expense in our consolidated statements of income.
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  Fair Value Measurements And Financial Instruments
  We determine the fair value of financial instruments in accordance with standards pertaining to fair value measurements. Such standards define fair value and establish a framework for measuring fair value in GAAP. Fair value involves significant estimates impacts the financials in many areas such as derivatives, stock comp and deferred compensation. These estimates can have significant impact on our financial statements based on the assumptions we use. See Note 7 to the consolidated financial statements for further information regarding our derivative and stock option positions.
  Foreign Currency Translation– We use United States dollars for financial reporting purposes, and it is our functional currency. Our subsidiaries maintain their books and records in their functional currency -RMB, which is currency of China, where all of our operations are conducted. Such financial statements were translated into United States dollars in accordance with ASC 830 (Originally issued as Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation”). According to the Statement, all assets and liabilities are translated at the current exchange rate on the balance sheet date, shareholder’s equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with ASC 220 (Originally issued as SFAS No. 130, “Reporting Comprehensive Income”) as a component of shareholders’ equity.
  Recent Accounting Pronouncements
  In June 2009, the FASB issued ASC 105 (previously SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No. 162), which has become the source of authoritative accounting principles generally accepted in the United States recognized by the FASB to be applied to nongovernmental entities.
  In June 2009, the FASB issued ASC 860 (previously SFAS No. 166, “Accounting for Transfers of Financial Assets”) , which requires additional information regarding transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company does not believe this pronouncement will impact its financial statements.
  In June 2009, the FASB issued ASC 810 (previously SFAS No. 167) for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. These amended standards were effective for us beginning in the first quarter of fiscal year 2010, and have had no impact on our consolidated financial statements.
  In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards were effective for us beginning in the fourth quarter of fiscal year 2009 and are not expected to have a significant impact on our consolidated financial statements.
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  In October 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-13, "Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)" which amends ASC 605-25, "Revenue Recognition: Multiple-Element Arrangements." ASU No. 2009-13 addresses how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting and how to allocate consideration to each unit of accounting in the arrangement. This ASU replaces all references to fair value as the measurement criteria with the term selling price and establishes a hierarchy for determining the selling price of a deliverable. ASU No. 2009-13 also eliminates the use of the residual value method for determining the allocation of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded disclosures. This ASU will become effective for us for revenue arrangements entered into or materially modified on or after April 1, 2011. Earlier application is permitted with required transition disclosures based on the period of adoption. The Company is currently evaluating the application date and the impact of this standard on its financial statements.
  In February 2010, FASB issued ASU No. 2010-9 –"Subsequent events (Topic 855)" Amendments to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to the FASB, the revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendments were effective upon issuance of the update, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.
  Off Balance Sheet Arrangements
  We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to an investor in our securities.
  ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
  Not Applicable.
  ITEM 4.
CONTROLS AND PROCEDURES.
  Evaluation of Disclosure Controls and Procedures.
  The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
  As required by Rule 13a-15 and Rule 15d-15 under the Exchange Act, our management, including Mr. Xiong Luo, our principal executive officer and Ms. Huasong Sheena Shen , our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. For the reasons set forth in the following paragraphs, our management, under the direction of Mr. Luo and Ms. Shen concluded that as of March 31, 2010, our disclosure controls and procedures were not effective.
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  At December 31, 2008, we were a privately-owned company, and, accordingly, we did not make a determination as to the effectiveness of our internal controls over financial reporting.  For the reasons set forth below, our internal controls over financial reporting were not effective at December 31, 2009 or March 31, 2010.
  On August 23, 2010, we concluded, after a review of the pertinent facts, that the previously issued financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2010, September 30, June 30 and March 31, 2009, respectively, should not be relied upon due to the following:
  ·
The Company improperly allocated, for financial statement purposes, the proceeds received in connection with the April 2008 debt financing transaction and the August and December 2009 and January 2010 preferred stock financing transactions (collectively, “the financings”). The restated financial statements include the effects of properly allocating the financing proceeds between (1) the debt or preferred stock, as applicable, (2) any derivative liabilities associated with warrants for the purchase of common stock, and (3) any beneficial conversion features (“BCF”), as a component of additional paid-in capital, which allow the debt and preferred shareholders to convert their investment into the Company’s common stock on favorable terms.
  ·
Due to the improper allocation of proceeds on the April 2008 debt financing which resulted in an incorrect basis for the debt, the Company improperly reported the loss on debt extinguishment upon its settlement in August 2009. The debt settlement is appropriately reported in the restated annual financial statements for 2009 . The settlement occurred in August 2009, and therefore does not affect the income statements presented. However, the accompanying balance sheets appropriately reflect the impact of settlement.
  ·
Certain warrants containing variable exercise terms associated with the financings were reported as a component of paid-in capital instead of properly reflecting them as a derivative liability at fair value, with changes in fair value reported in the income statement each period. The restated financial statements include the effects of reporting the derivative liabilities and their associated changes in value correctly.
  ·
A BCF was inappropriately recorded as a debt discount on the April 2008 financing in addition to being amortized over the subsequent 12 months with a charge to expense. Furthermore, separate BCFs associated with the December 2009 and January 2010 preferred stock financings were erroneously omitted due to a misallocation of proceeds for financial statement purposes. The restated financial statements include the effects of allocating financing proceeds to the applicable BCFs by recording a preferred stock discount with a credit to additional paid-in capital. The discounts were then charged immediately to retained earnings as deemed preferred stock dividends pursuant to the terms of the agreement which provide immediate conversion rights.
  ·
Earnings per share has been restated to include the effects of the restated financial statements
  We have restated its our balance sheet at March 31, 2010 and our income statement for the three months quarter ended March 31, 2010 and our statements of cash flows for the three months quarter ended March 31, 2010 and 2009 in this Form 10-Q. Our balance sheet at December 31, 2009 is restated in our annual report on Form 10-K/A, amendment no. 2, and is included in this Form 10-Q. The Company will restate its financial statements for the years ended December 31, 2009 and 2008 and the quarters ended March 31, 2010, September 30, June 30 and March 31, 2009, respectively.
  We intends to take such steps as are necessary, including the engagement of accounting personnel with experience in US GAAP, in order that our financial controls and disclosure controls are effective.
  Changes in Internal Control Over Financial Reporting.
  During the fiscal quarter ended March 31, 2010, other than as reflected in this Item 4 and our restated financial statements , there were no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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 PART II
  OTHER INFORMATION
  ITEM 6.
EXHIBITS.
  The following exhibits are filed as part of this report or incorporated by reference:
  Exhibit No.
Description31.1
Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.31.2
Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  SINO GREEN LAND CORPORATIONDate: October 27 , 2010
By: /s/ Xiong LuoXiong Luo, Chief Executive Officer(Principal Executive Officer)Date: October 27 , 2010
By: /s/ Huasong Sheena ShenHuasong Sheena Shen, Chief Financial Officer(Principal Financial Officer and Principal Accounting Officer)